A BY-LAW RELATING GENERALLY TO THE CONDUCT OF THE BUSINESS AND AFFAIRS
       OF HEALTHCARE CAPITAL CORP. (HEREINAFTER CALLED THE "CORPORATION").
     (By-Law No. 1A as amended by By-Law No. 1B effective October 15, 1997)

                                     PART I
                                 INTERPRETATION

1.01 In this By-law and all other By-laws of the Corporation, unless the context
otherwise specifies or requires:

"ACT"  means  the  Business  Corporations  Act  (Alberta),  as from time to time
amended, and every statute in substitution thereof;

"ARTICLES" means, as the case may require,  the original or restated articles of
incorporation,  articles of  amendment,  articles of  amalgamation,  articles of
continuance,  articles of reorganization,  articles of arrangement,  articles of
dissolution  and  articles  of  revival  of the  Corporation,  and  includes  an
amendment to any of them;

"BOARD" means the board of Directors, as such board may be constituted from time
to time;

"BY-LAW" means this by-law and all other by-laws of the Corporation from time to
time in force and effect;

"DIRECTORS" means the directors of the Corporation;

"MEETING  OF  SHAREHOLDERS"  includes  an annual  or other  general  meeting  of
Shareholders and a meeting of any class or classes of Shareholders;

"SHAREHOLDER" means a shareholder of the Corporation;

"CHIEF  EXECUTIVE  OFFICER" means the President or, if the Corporation  does not
have a President  or if the office of  President  is vacant,  the officer of the
Corporation holding the paramount office.

                                     PART 2
                                    DIRECTORS

2.01 BORROWING POWERS OF DIRECTORS: Without limiting the powers of the Directors
as set forth in the Act, but subject to the  Articles,  the  Directors  may from
time  to  time  on  behalf  of the  Corporation,  without  authorization  of the
Shareholders:

(a)      borrow money upon the credit of the Corporation;


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(b)      issue,  reissue,  sell or  pledge  bonds,  debentures,  notes  or other
         evidences of  indebtedness  or guarantee  of the  Corporation,  whether
         secured or unsecured;

(c)      to the extent  permitted by the Act,  give a guarantee on behalf of the
         Corporation to secure performance of an obligation of any person; and

(d)      mortgage,  hypothecate,  pledge or  otherwise  create an interest in or
         charge on all or any currently owned or subsequently  acquired property
         of the  Corporation  to secure  payment of a debt or performance of any
         other obligation of the Corporation.

2.02 DELEGATION:  Subject to the Articles,  the Directors may from time to time,
by  resolution,  delegate to a committee of Directors,  a single  Director or an
officer or officers of the  Corporation,  all or any of the powers  conferred on
the Directors by the preceding section of this By-law or by the Act.

2.03 POWER TO ADOPT SEAL AND AUTHORIZE  USE: The Directors  may, by  resolution,
adopt a seal for the Corporation, and authorize persons to affix the seal and to
attest by their signatures that the seal was duly affixed.

2.04  DIRECTORS'  POWER  TO  ISSUE  SHARES:  Subject  to the  Articles,  the
Directors may, by resolution,  issue shares of the  Corporation at such time, to
such persons and,  subject to the Act, for such  consideration  as the Directors
may from time to time determine.

2.05  DIRECTORS'  POWER TO MAKE.  AMEND OR REPEAL  BY-LAWS:  Subject  to the
Articles and the Act, the Directors  may, by resolution,  make,  amend or repeal
any By-laws that regulate the business or affairs of the Corporation.

2.06     DIRECTORS' POWER TO APPOINT OFFICERS:  Subject to the Articles:

(a)      the Directors may designate the officers of the Corporation, appoint as
         officers  individuals  of full  capacity  who  may,  but need  not,  be
         Directors of the  Corporation,  specify their duties and,  except where
         delegation is prohibited by the Act,  delegate to them powers to manage
         the business and affairs of the Corporation;

(b)      a Director may be appointed to any office of the Corporation; and

(c)      two (2) or more  offices  of the  Corporation  may be held by the  same
         person.

2.07     DIRECTORS'  POWER TO FIX  REMUNERATION  OF DIRECTORS  AND OFFICERS:
         Subject to the Articles,  the Directors may fix the remuneration of the
         Directors and of the officers of the Corporation.

2.08 FINANCIAL DISCLOSURE:  Subject to the Articles,  the Directors shall not be
required to place  before the annual  meeting of  Shareholders  any  information
respecting  the  financial  position  of the  Corporation  or the results of its
operations except that information required by the Act.


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2.09  REMUNERATION AND EXPENSES:  The Directors shall be paid such  remuneration
for their services as the Board may from time to time  determine.  The Directors
shall also be  entitled  to be  reimbursed  for  travelling  and other  expenses
properly  incurred by them in attending  meetings of the Board or any  committee
thereof.  Nothing  contained herein shall preclude any Director from serving the
Corporation in any other capacity and receiving remuneration therefor.

2.10              DIRECTORS' MEETINGS:

(a)      CONVENING MEETINGS:  Any Director may convene a meeting of Directors.

(b)      NOTICE OF MEETING OF DIRECTORS:  At least  forty-eight  (48) hours'
         notice  (inclusive of the day on which the notice is  communicated,  or
         deemed to be  communicated,  and the day of the meeting) shall be given
         of a meeting of the Directors,  and the notice shall specify the place,
         the day and the hour of the meeting.  Except where required by the Act,
         the notice need not specify the purpose of the meeting or the  business
         to be transacted thereat.

(c)      NOTICE OF ADJOURNED MEETING OF DIRECTORS: If a meeting of the Directors
         is adjourned by one or more  adjournments,  it is not necessary to give
         notice of the adjourned meeting, other than by announcement at the time
         of the adjournment, if:

                  (i)      all of the  Directors  are present at the time of the
                           announcement; or

                  (ii)     those  Directors  who were not present at the time of
                           the  announcement  attend the  adjourned  meeting and
                           participate in the meeting;

but in all other cases,  notice of the adjourned meeting shall be given as if it
were a new meeting,  provided  that if the  adjournment  is for a period of time
which makes it impossible or  impracticable  to give forty-eight (48) hours'
notice, the notice shall be deemed to have been properly given if transmitted on
the next business day following the adjournment.

(d)      MANNER OF TRANSMITTING  NOTICES:  Notice of a meeting of the Directors,
         or any other communication required to be made, may be given or made to
         a Director either:

                  (i)      in writing:

                           (1)      by  first  class  mail,   postage   prepaid,
                                    addressed    to   the    Director   at   the
                                    Director's  latest  address  as shown in
                                    the records of the Corporation;

                           (2)      by  delivery  to the  Director's  latest
                                    address  as  shown  in  the  records  of the
                                    Corporation  and  leaving  the notice in the
                                    custody  of an  adult  person  found  there,
                                    placing  it in a  mail  receptacle  at  that
                                    address


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                                    or  affixing it to a door or placing in some
                                    other place at that address where the notice
                                    or communication is likely to be found;

                           (3)      by personally  serving it upon the Director;
                                    or

                           (4)      by  any   electronic   device   capable   of
                                    transmitting a printed  message  directed to
                                    the  Director at a place where the  Director
                                    has access to a device  capable of receiving
                                    the message; or

                  (ii)     verbally,   whether  by  means  of  a  telephone   or
                           otherwise.

         All  notices  or  other  communication  given  or  made in  writing  in
         accordance   with  the   foregoing   shall  be   deemed  to  have  been
         communicated:

         (i)      if given or made by mail, at the time it would be delivered in
                  the  ordinary  course  of mail  unless  there  are  reasonable
                  grounds for  believing  that the  Director did not receive the
                  notice or communication at that time, or at all;

         (ii)     if  delivered  or  personally  served,  on the day that it was
                  delivered or served; and

         (iii)    if by electronic device, one (1) hour following transmission.

(e)      WAIVER  OF  NOTICE:  Notice  of  any  meeting  of  Directors  or of any
         committee of Directors or the time for the giving of any such notice or
         any  irregularity in any meeting or in the notice thereof may be waived
         by any  Director in writing or by  telecopy,  telegram,  cable or telex
         addressed  to the  Corporation  or in any  other  manner,  and any such
         waiver may be validly given either before or after the meeting to which
         such  waiver  relates.  Attendance  of a  Director  at any  meeting  of
         Directors  or of any  committee  of  Directors is a waiver of notice of
         such meeting,  except when a Director attends a meeting for the express
         purpose of objecting to the  transaction of any business on the grounds
         that the meeting is not lawfully called.

(f)      OMISSION  OF NOTICE:  The  accidental  omission  to give  notice of any
         meeting  of  Directors,  or of  any  committee  of  Directors,  or  the
         non-receipt  of any  notice  by any  person  shall not  invalidate  any
         resolution passed or any proceeding taken at such meeting.

(g)      PLACE OF MEETINGS OF DIRECTORS:  Subject to the  Articles,  meetings of
         the  Directors  may be held at any  place in  Alberta,  or at any place
         outside of Alberta if all Directors  entitled to attend and vote at the
         meeting  either  participate  in the  meeting or  consent,  verbally or
         otherwise, to the meeting being held at that place.

(h)      CHAIRMAN OF MEETINGS OF DIRECTORS OR COMMITTEE OF DIRECTORS: Unless and
         until the  Directors  have  elected a Chairman of the Board,  the Chief
         Executive  Officer  shall  act  as  chairman  of  all  meetings  of the
         Directors  but if the  Chairman  of the  Board or the  Chief  Executive
         Officer,  as the case may be, is absent or refuses to act as  chairman,
         the


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         Directors in  attendance  shall by a vote of the majority of them elect
         some other  Director  present at the  meeting to act as chairman of the
         meeting.

(i)      SECRETARY  OF  MEETINGS  OF  DIRECTORS:  The  chairman  of a meeting of
         Directors  may appoint a Director to act as  secretary  of a meeting of
         Directors, and in the absence of such appointment,  the chairman of the
         meeting shall also act as secretary of the meeting.

(j)      QUORUM OF DIRECTORS:  Subject to the Articles,  a majority of Directors
         shall constitute a quorum at any meeting of Directors.

(k)      PARTICIPATION BY TELEPHONE:  A Director may participate in a meeting of
         Directors by means of telephone or other communication  facilities that
         permit all persons participating in the meeting to hear each other.

(l)      RESOLUTION  BY  MAJORITY:  Subject to the  Articles,  every  resolution
         submitted  to a meeting  of  Directors  shall be decided by a vote of a
         majority  of the  Directors  participating  in  the  meeting,  and  the
         declaration  of the  chairman  of the meeting on the result of the vote
         shall be final.  In case of an equality of votes,  the  chairman of the
         meeting shall not have a casting vote.

2.11 MEETINGS OF COMMITTEES OF DIRECTORS: The provisions of Section 2.10 of this
By-law shall apply  equally to meetings of  committees  of  Directors,  but when
applying those  provisions to a meeting of a committee of Directors,  the phrase
"meeting of Directors"  shall mean "meeting of a committee of Directors" and the
word "Director" shall mean "member of a committee of Directors".

2.12  WRITTEN  RESOLUTION  IN  LIEU  OF  MEETING:  Subject  to the  Articles,  a
resolution  in  writing  signed by all the  Directors  entitled  to vote on that
resolution at a meeting of Directors or committee of Directors is as valid as if
it had been passed at a meeting of  Directors  or a committee  of  Directors.  A
resolution in writing may be signed in any number of counterparts which together
shall be construed as a single  instrument.  A resolution  in writing shall take
effect on the date when it is expressed to be effective notwithstanding that the
effective  date is  before  or after  the date on  which  it was  signed  by the
Directors or any of them.  A resolution  in writing  transmitted  by  telegraph,
telex or other device capable of  transmitting a printed  message and purporting
to be sent by a Director  shall be valid as a  counterpart  of a  resolution  in
writing of the Directors or committee of Directors.

                                     PART 3
                           SHAREHOLDERS' MEETINGS

3.01 CHAIRMAN OF MEETING OF SHAREHOLDERS:  The Chairman of the Board, or failing
him the President of the  Corporation,  shall act as chairman at all Meetings of
Shareholders.  If the Chairman of the Board and the President are both absent or
refuse to act as chairman of the meeting,  the  Shareholders in attendance shall
elect  some  other  person  in  attendance  at the  meeting,  who  need not be a
Shareholder, to act as chairman of the meeting.



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3.02  PLACE OF  SHAREHOLDERS'  MEETINGS:  Subject  to the  Articles  and the
provisions of the Act permitting a Meeting of Shareholders to be held outside of
Alberta,  a  Meeting  of  Shareholders  shall be held at the  place  in  Alberta
determined by the Directors.

3.03  PARTICIPATION  IN MEETING BY TELEPHONE:  A Shareholder or any other person
entitled to attend a Meeting of  Shareholders  may participate in the meeting by
means of telephone  or other  communication  facilities  that permit all persons
participating in the meeting to hear each other,  and a person  participating in
such a  meeting  by those  means is  deemed  for the  purposes  of the Act to be
present at the meeting.

3.04 NOTICE OF ADJOURNED  MEETING:  If a Meeting of Shareholders is adjourned by
one or more  adjournments  for an aggregate of less than thirty (30) days, it is
not  necessary  to  give  notice  of  the  adjourned  meeting,   other  than  by
announcement at the time of the adjournment.

3.05 QUORUM OF SHAREHOLDERS: A quorum of Shareholders is present at a Meeting of
Shareholders  if not less than 33-1/3% of the issued shares  entitled to vote at
the Meeting are represented in person or by proxy.

3.06 LOSS OF QUORUM DURING  MEETING:  If a quorum is present at the opening of a
Meeting of Shareholders,  the Shareholders present may proceed with the business
of the  meeting  notwithstanding  that a quorum is not  present  throughout  the
meeting.

3.07 VOTING  JOINTLY HELD SHARES:  If two (2) or more persons hold shares of the
Corporation  jointly,  one of those holders present at a Meeting of Shareholders
may, in the absence of the  others,  vote the shares,  but if two (2) or more of
those persons who are present,  in person or by proxy,  vote, they shall vote as
one on the shares jointly held by them.

3.08  VOTING:  Voting at a  Meeting  of  Shareholders  shall be by show of hands
except  when a vote by ballot is  demanded  by a  Shareholder  or a  proxyholder
entitled to vote at the meeting. If a vote by ballot is demanded at a meeting in
which a Shareholder, or other person entitled to attend and vote at the meeting,
is  participating  by  telephone  or  other   communication   facilities,   such
Shareholder  or other  person may verbally  appoint  some person  present at the
meeting to cast a ballot on his behalf and a ballot so cast shall be valid as if
it were personally cast by the Shareholder or other person so participating.

3.09  WRITTEN  RESOLUTION  IN  LIEU  OF  MEETING:  Subject  to the  Articles,  a
resolution in writing  signed by all the  Shareholders  entitled to vote on that
resolution at a Meeting of  Shareholders is as valid as if it had been passed at
a Meeting of  Shareholders.  A resolution in writing may be signed in any number
of  counterparts  which  together shall be construed as a single  instrument.  A
resolution  in writing  shall take effect on the date when it is expressed to be
effective notwithstanding that the effective date is before or after the date on
which it was signed by the  Shareholders or any of them. A resolution in writing
transmitted  by  telegraph,  telex or other  device  capable of  transmitting  a
printed  message and purporting to be sent by a Shareholder  shall be valid as a
counterpart of a resolution in writing of the Shareholders.


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                                     PART 4
                                 LIEN ON SHARES

4.01  If  the  Articles  provide  that  the  Corporation  has a lien  on  shares
registered in the name of a Shareholder or his legal  representative  for a debt
of that  Shareholder to the Corporation,  such lien may be enforced,  subject to
the Act and to any  other  provision  of the  Articles,  by the  sale of  shares
thereby affected or by any other action, suit, remedy or proceedings  authorized
or permitted by law or by equity and, pending such enforcement,  the Corporation
may refuse to register a transfer of the whole or any part of such shares.

                                     PART 5
                     VOTING RIGHTS IN OTHER BODIES CORPORATE

5.01 The signing officers of the Corporation may execute and deliver instruments
of proxy and arrange for the issuance of voting  certificates  or other evidence
of the right to exercise the voting rights  attaching to any securities  held by
the Corporation.  Such  instruments,  certificates or other evidence shall be in
favour of such person or persons as may be determined  by the person  signing or
arranging for them. In addition,  the Board may direct the manner in which,  and
the person or persons by whom, any  particular  voting rights or class of voting
rights may or shall be exercised.

                                     PART 6
                          SHARES AND SHARE CERTIFICATES

6.01 ALLOTMENT:  Subject to the Articles, the Board may from time to time allot,
or grant options to purchase,  and issue the whole or any part of the authorized
and unissued shares of the Corporation at such times and to such persons and for
such consideration as the Board shall determine, provided that no share shall be
issued  until the  consideration  for the share is fully paid as provided for in
the Act.

6.02  COMMISSIONS:  The Board may from time to time authorize the Corporation to
pay a reasonable  commission to any person in consideration of his purchasing or
agreeing to purchase shares of the Corporation  from the Corporation or from any
other person,  or procuring or agreeing to procure  purchasers for shares of the
Corporation.

6.03  NON-RECOGNITION  OF TRUSTS:  Subject  to the  provisions  of the Act,  the
Corporation  may treat the  person in whose  name a share is  registered  in the
securities  register  as the  absolute  owner of the share as if that person had
full  legal  capacity  and  authority  to  exercise  all  rights  of  ownership,
irrespective  of any indication to the contrary  through  knowledge or notice or
description in the Corporation's records or on the share certificate.

6.04 SHARE  CERTIFICATES:  Every holder of one or more shares of the Corporation
shall  be  entitled,   at  his  option,  to  a  share   certificate,   or  to  a
non-transferable   written  acknowledgment  of  his  right  to  obtain  a  share
certificate,  stating  the  name  of the  person  to  whom  the  certificate  or
acknowledgment  was issued, and the number and class or series of shares held by
him as



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shown on the securities  register.  Share certificates and acknowledgements of a
Shareholder's right to a share certificate, shall, subject to the Act, be in
such form as the Board shall from time to time  approve.  Any share  certificate
shall be signed by any number of signing officers as the Board may determine and
need not be under the corporate seal,  provided that, unless the Board otherwise
determines,  certificates  representing  shares in  respect  of which a transfer
agent  and/or   registrar  has  been   appointed   shall  not  be  valid  unless
countersigned  by or on behalf of such  transfer  agent  and/or  registrar.  The
signature of a sole signing officer or two signing officers, as the case may be,
may be printed or mechanically  reproduced in facsimile upon share  certificates
and every such  facsimile  signature  shall for all purposes be deemed to be the
signature of the officer whose signature it reproduces and shall be binding upon
the  Corporation.  A share  certificate  executed  as  aforesaid  shall be valid
notwithstanding  that  one or both of the  officers  whose  facsimile  signature
appears thereon no longer holds office at the date of issue of the certificate.

6.05  REPLACEMENT  OF  SHARE  CERTIFICATE:  The  Board or any  officer  or agent
designated by the Board may in its or his  discretion  direct the issue of a new
share  certificate in lieu of and upon  cancellation of a share certificate that
has been mutilated or in substitution  for a share  certificate  claimed to have
been lost,  destroyed or wrongfully  taken, on payment of such fee not exceeding
such  amount as may be  allowed by the Act,  and on such terms as to  indemnity,
reimbursement  of  expenses  and  evidence of loss and of title as the Board may
from time to time prescribe, whether generally or in any particular case.

6.06 JOINT SHAREHOLDERS:  If two or more persons are registered as joint holders
of any  share,  the  Corporation  shall  not be  bound to  issue  more  than one
certificate in respect thereof,  and delivery of such certificate to one of such
persons shall be sufficient delivery to all of them. Any one of such persons may
give effectual receipts for the certificate issued in respect thereof or for any
dividend, bonus, return of capital or other money payable or warrant issuable in
respect of such share.

6.07 FRACTIONAL  SHARE: The Corporation may issue a certificate for a fractional
share or may  issue in its  place,  as may be  determined  by the  Board,  scrip
certificates  in a form that entitles the holder to receive a certificate  for a
full share by  exchanging  scrip  certificates  aggregating  a full  share.  The
Directors may attach  conditions to any scrip  certificates,  including that the
scrip certificates become void if they are not exchanged for a share certificate
representing  a full share by a  specified  date,  and that any shares for which
those scrip certificates are exchangeable may,  notwithstanding  any pre-emptive
right,  be issued by the  Corporation  to any person and the  proceeds  of those
shares distributed rateably to the holders of the scrip certificates.

6.08  TRANSFER AND  TRANSMISSION  OF SHARES:  Shares of the  Corporation  may be
transferred  in  the  form  of  a  transfer  of  endorsement   endorsed  on  the
certificates issued for the shares of the Corporation or in any form of transfer
which may be approved by the Board.

6.09 REGISTRATION OF TRANSFER: Subject to the provisions of the Act, no transfer
of shares shall be registered in a securities  register except upon presentation
of the certificate


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representing such shares with a transfer endorsed thereon or delivered therewith
duly  executed by the  registered  holder or by his attorney or  successor  duly
appointed,  together  with such  reasonable  assurance or evidence of signature,
identification  and  authority  to  transfer  as the Board may from time to time
prescribe,  upon payment of all applicable  taxes and any fees prescribed by the
Board.

6.10  RIGHTS  OF  REPRESENTATIVES:  The  Corporation  may  treat a  person  as a
registered  Shareholder  entitled to exercise all rights of the  Shareholder  he
represents  if  that  person  produces  to the  Board  such  evidence  as may be
reasonably  required  that he is the  executor,  administrator,  heir  or  legal
representative  of the  heirs of the  estate  of a  deceased  Shareholder,  or a
guardian, committee or trustee representing a registered Shareholder.

6.11 NO DUTY TO THIRD PERSON:  The  Corporation  is not required to enquire into
the existence of, or see to the performance or observance of, any duty owed to a
third person by a registered  holder of any of its shares,  or by anyone whom it
treats, subject to the Act, as the owner or registered holder of its shares.

6.12 TRANSFER AGENTS AND REGISTRARS: The Board may from time to time appoint one
or more trust  companies  registered  under the Trust Companies Act (Alberta) as
its agent or agents to maintain the central  securities  register or  registers,
and an agent or agents to maintain branch  securities  registers.  Such a person
may be designated as transfer agent or registrar  according to his functions and
one person may be appointed both registrar and transfer agent.
The Board may at any time terminate any such appointment.

                                     PART 7
                      INFORMATION AVAILABLE TO SHAREHOLDERS

7.01 AVAILABLE INFORMATION:  Except as provided by the Act, no Shareholder shall
be  entitled  to obtain  information  respecting  any  details or conduct of the
Corporation's business which in the opinion of the Directors would not be in
the interest of the Corporation to communicate to the public.

7.02 INSPECTION OF INFORMATION:  The Directors may from time to time, subject to
those rights conferred by the Act,  determine  whether,  to what extent, at what
time and place and under what  conditions or regulations  the documents,  books,
registers and accounting records of the Corporation or any of them shall be open
to the inspection of  Shareholders,  and no Shareholder  shall have any right to
inspect any document,  book,  register or accounting  record of the  Corporation
except as conferred by statute or  authorized by the Board or by a resolution of
the Shareholders.



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<PAGE>


                                     PART 8
          INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE CORPORATION

8.01 In all circumstances  permitted by the Act, the Corporation shall indemnify
a Director or officer of the  Corporation,  a former  Director or officer of the
Corporation, or a person who acts or acted at the Corporation's request as a
director or officer of a body  corporate  of which the  Corporation  is or was a
shareholder  or a creditor,  and his heirs and legal  representatives,  from and
against:

(a)      all  costs,  charges  and  expenses,  including  an amount to settle an
         action or satisfy a judgment  reasonably  incurred by him in respect of
         any civil,  criminal or administrative action or proceeding to which he
         is made a party by reason of being or having been a Director or officer
         of the Corporation or such body corporate; and

(b)      all other costs, charges and expenses reasonably incurred in connection
         with the  defence of any civil,  criminal or  administrative  action or
         proceeding  to which he is made a party by  reason  of being or  having
         been a Director or officer of the Corporation or such body corporate.



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